MAY 2013 Presented by Marcia S. Wagner, Esq. PROMOTING AND EVALUATING THE SUCCESS OF YOUR PLAN Sponsored by: Legg Mason

Voluntary goals can help plan sponsors evaluate and promote plan success. INTRODUCTION Improve plan’s performance Mitigate legal risks Economic rewards for employer 3

Federal requirements for plans enforced by IRS and DOL LEGAL STANDARDS FOR PLANS AND PLAN FIDUCIARIES IRS Nondiscrimination test Covers contributions made by employer’s workforce. No disproportionate benefit for highly compensated employees (HCEs). 4

Legal standards for Plans and Plan Fiduciaries IRS Nondiscrimination test Compares average payroll contributions of HCEs and non-highly compensated employees (NHCs). Failure may result in heavy tax penalties or disqualification. DOL rules govern offering of investment choices to participants. Fiduciary duty to prudently select and monitor investments. Participants must receive sufficient information. Failure may result in personal liability and civil penalties. 5

LEGAL BENEFITS FOR PROMOTING PLAN SUCCESS Legal incentives for plan sponsors Improve contribution rates (as necessary for IRS rules). Manage plan’s investment menu prudently. Ensure participants have sufficient investment information. Alignment with economic incentives Benefit as many employees as practicable. Help participants save for retirement. 6

Economic incentives for plan sponsors Promote participation and improve contribution rates. Offer appropriate selection of investment options. Equip participants with necessary investment knowledge. Mitigation of risk for potential liability Satisfied employees less likely to file legal claims. Financially literate participants more likely to accept short-term volatility. Legal benefits for promoting plan success 7

ECONOMIC BENEFITS FOR PROMOTING PLAN SUCCESS Rewards for employers managing successful plans Increased worker productivity. More workforce loyalty (with less turnover and absenteeism). Other productivity gains. Problems arising when employees lack financial security Personal concerns may distract employees. May feel that employer has failed them. 8

Consequences for when employees cannot afford to retire Employee morale and productivity are hurt. Employees less likely to accept retirement offers. Benefits for plan sponsors who promote plan success Avoid legal penalties and mitigate potential liability. Enjoy economic gains. Economic benefits for promoting plan success 9

Plan sponsors should consider using 5 plan-related metrics USING PLAN-RELATED METRICS TO EVALUATE LEVEL OF PLAN SUCCESS Participation rate based on number and proportion of eligible employees who actually contribute. Contribution rate based on average rate of payroll contributions made by eligible employees

More suggested metrics Portfolio risk based on historical volatility (or other risk-related metric) of participant’s portfolio. Some recordkeepers measure portfolio’s standard deviation (e.g., 64%) Other recordkeepers categorize based on risk-based portfolio type (e.g., conservative, aggressive). Investment education and financial literacy of participants often measured indirectly. Using plan-related metrics to evaluate level of plan success

Last of suggested metrics Retirement Readiness measures financial wellness or readiness for retirement. Some recordkeepers can convert participant’s account to a multiple of annual income (e.g., 16 times income). Other recordkeepers can calculate a projected replacement rate (e.g., 85% of pre-retirement income). 5 12

ESTABLISHING GOALS TO MEASURE A PLAN’S SUCCESS To evaluate plan’s key metrics, plan sponsors should consider obtaining benchmarking data. Useful for evaluating plan’s performance. Establish appropriate goals for plan’s operation. Illustrative goals for hypothetical plan Plan should attain participation rate of 90%. Contribution rate for employees earning less than $50k should be 5% of pay. 13

More illustrative goals for hypothetical plan Plan sponsor observes that young employees (under age 25) have disproportionately conservative portfolio risk. Goal is for 90% of young employees to attend investment education session. Final illustration Retirement readiness goal is for older workers to have higher projected replacement ratio (70% of pre-retirement income). Establishing goals to measure a plan’s success 14

USING GOALS TO IMPROVE PLAN’S PERFORMANCE Goals are intended to help define plan success. Failure to attain goal should not necessarily be viewed negatively. View goals as tools to help monitor and manage the plan. Deteriorating metrics may be symptom of a more serious problem. Investigate if plan is at risk for violating IRS or DOL rules. 15

HOW SERVICE PROVIDERS CAN HELP PLANS SUCCEED Consider recordkeeper that can track key metrics. Ability to monitor plan’s progress with respect to goals. Consider third party administrator (TPA) that can implement changes to plan design. Design changes may boost Participant and Contribution Rates, and improve Retirement Readiness. Examples: o Auto-enrollment and auto-escalation o Reducing maximum number of loans o Minimizing in-service withdrawals 16

Consider financial advisors who can assist plan’s fiduciaries. Help establish participant-friendly menu of investments. Help establish goals for managing plan’s success. Improve financial literacy of participants. Assist in selection of recordkeeper with appropriate capabilities. Support plan design changes. How service providers can help plans succeed 17

CONCLUSION Consider using plan-related metrics to evaluate performance. Establish goals to help monitor and manage plan success. Work with providers that have appropriate capabilities. o Recordkeeper o TPA o Financial advisor Consider using our checklist. Checklist provides procedural overview of how plan-related metrics and goals can be used to promote plan success. 18

Checklist for evaluating plan’s level of success Key metrics Have the Plan’s fiduciaries used key metrics to establish specific goals for the plan? Participation rate Contribution rate Portfolio risk Investment education Retirement readiness 19

Qualifications for recordkeeper Is provider able to provide following data for key metrics? For entire plan population Different segments based on age Different segments based on income Establishing and monitoring goals Has benchmarking data been obtained? Have appropriate goals been set? Have annual review dates been established? Checklist for evaluating plan’s level of success 20

Qualifications for TPA Does provider have qualifications to implement plan design changes? Qualifications for Financial Advisor Does provider have necessary qualifications to help plan fiduciaries? Prudently manage plan’s investment menu Improve financial literacy Help plan meet goals Checklist for evaluating plan’s level of success 21

The Wagner Law Group has prepared this presentation on behalf of Legg Mason & Co., LLC. This paper includes suggested practices and metrics that plan sponsors, and the financial professionals who work with plan sponsors, may wish to consider in promoting and evaluating the success of their plans. It is important to note that the suggested practices and metrics are not the exclusive means of promoting and evaluating the success of a plan. Other combinations of practices and metrics also may be effective. Plan sponsors and other fiduciaries should consult with their own legal counsel concerning their responsibilities under ERISA in the administration and management of their respective plans. Future legislative and regulatory developments may significantly impact the legal analysis provided herein. Please be sure to consult with your own legal counsel concerning such future developments. This white paper is intended for general informational purposes only, and it does not constitute legal, tax or investment advice on the part of The Wagner Law Group or Legg Mason & Co., LLC and its affiliates. Plan sponsors and financial advisors should consult with their own legal counsel to understand the nature and scope of their responsibilities under ERISA and other applicable law. 22

Marcia S. Wagner, Esq. 99 Summer Street, 13th Floor Boston, MA (617) Tel (617) Fax Presented by:Sposored by: 23

youtube.com/leggmason Batterymarch Brandywine Global ClearBridge Investments Legg Mason Global Asset Allocation Legg Mason Global Equities Group Permal Royce & Associates Western Asset Management Legg Mason is a leading global investment company committed to helping clients reach their financial goals through long term, actively managed investment strategies. Over $665 billion* in assets invested worldwide in a broad mix of equities, fixed income, alternatives and cash strategies A diverse family of specialized investment managers, each with its own independent approach to research and analysis Over a century of experience in identifying opportunities and delivering astute investment solutions to clients All investments involve risk, including possible loss of principal. * As of March 31, The Wagner Law Group is not a Legg Mason, Inc. affiliated company. © 2013 Legg Mason Investor Services, LLC. Member FINRA, SIPC. Legg Mason Investor Services, LLC is a subsidiary of Legg Mason, Inc. FN /13